Material Information

February 16, 2026

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ATTOCK CEMENT PAKISTAN LTD.

The General Manager

Pakistan Stock Exchange Limited (PSX) Stock Exchange Building,

Stock Exchange Road, Karachi

Offsite - II Department

Listed Companies Department,

Supervision Division

Securities & Exchange Commission of Pakistan 63-NIC Building, Jinnah Avenue, Blue Area, Islamabad

Subject: Material information -

Dear Sirs,

It is hereby informed that Attock Cement Pakistan Limited (the "Target Company") has received Public Announcement of Offer from Integrated Equities Limited to acquire upto 10,950,306 Ordinary Shares representing approximately 7.97% of Attock Cement Pakistan Limited jointly by Fauji Cement Company Limited and Kot Addu Power Company Limited (the Joint acquirers) under the Securites Act, 2015 (the 'Act') and Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations 2017 (the 'Regulations').

A copy of the said intimation is enclosed herewith.

You are requested to disseminate the information to the TRE Certificate Holders of the Exchange accordingly.

Yours sincerely

For ATTOCK CEMENT PAKISTAN LIMITED

cc: Mr. Muhammad Iqbal Hussain VP and Chief Compliance Officer Integrated Equities Limited

CORRG1t.QTY-0 FFJCE : D-81). BJoc£-4. Kefigz han-fi, 0"JjfIcijj. Karachi-75600. Pakistan.

L AN . 922 I ) 111 - 17- 17- 1?, PAHX (922 I ) 35309773.74. Fax : (9221 j 35309775

e : acpl i,atttickcemeiit.com, 0'ebsite : wuv. attockceuaent.cont

FACTORY : IIub Chow'ki. Lasbe1a, Balochistau. Tel . (922 I) 382tj0?21, 930 I -g288625. 930G-2g g62fi3. 032 j-?Sg6W é . faciory/«Iattc'ckcemenLcoin

Stock Brokers at PSX In ve Orme nt Ad v iso rz Financial ConsuTta n ts M&A, IPO. REITs Advisors

13 February 2026

Executive Director

Public Offering and Regulated Persons Department Securities Market Division

Securities 8 Exchange Commission of Pakistan

NEC Building. 63-Jinnah Avenue. Islamabad (the "Commisslon")

Through Email/ Courier

The Chief Executive Officer

A flock Cement Pakistan Limited

D-70, Block-4, Kehkashan-5, Clifton

Karachi

General Manager Operations Pakistan Stock Exchange Limited Stock Exchange Building

Stock Exchange Road. Karachi

Public Announcement of Offer to Acquire upto 10,950,306 Ordinary Shares representing approximately

7. 97% of the Attock Cement Pakistan Limited (the Target Company) jointly by Fauji Cement Company Limited and Kot Addu Power Company Limited (the Joint Acquirers) under the Securities Act, 2015 (the 'Act') and Listed Companies (Substantial Acquisition of Voting Shares and Takeover) Regulations, 2017 (the 'Regulations') (hereinafter referred to as the "Public Offer")

Dear Sir(s),

This iS with reference to the Addendum to the Prtblic Announcement of Intention to acquire shares and joint control of the Target dated 04 November 2025 made by Integrated Equities Limited ('Manager to Offer'} on behalf of the Joint Acquirers which was published in Nawa-e-Waqt and The Nation on 06 November 2025.

in respect of the above, on behalf of the Joint Acquirers, we are pleased to submit a copy of the Public Announcement of Over (PO) in relation to the subject Public Offer, in accordance with Regulation 7(2) of the Regulations,

Moreover, in accordance with Regulation 7(5) of the Regulations, additional documents and information as required under the said regulation, are being submitted separately to the Commission.

We would like to Inform you that a copy of the enclosed announcement sha|l be published in Nawa-e-Waqt and Tne Nation within two days of announcement of this PO.

For Integrated Equities Limited

Fauji Cement Compa @troitipp nd Kot

ardar li att o

Chief Ex cutiv O cer

Manager to the Offer to

Addu Power Company Limited (Joint Acquirers)

Enclosed: As above Additional Copies! To all concerned

Integrated Equities Limited

Head Office : g'g Cricketers Colony, 3 Flonr, NETSOL Avanuo, Ghszi Interchange Fling Road Lahore. T 82 42 3574 1714 -15 E info@iel.net.pk .• .Tel.pk Brench Office : Poom N9. t34, 3'^ door, Stock Exchange Main Building, Karachi, T 92 21 8240 0B81• 82 PGM TREC No. 292

PART A

BRIEF DESCRIPTION OF THE ACQUISITION

1. Fauji Cement

   Company Ltd. 57,763,175

   42.03% Adjusted share

   price of Rs.

   Share Purchase 330.41* per

   Agreement

2. Kot Addu Power Company Ltd.

ordinary share.

*Equivalent of USD 1.1798 per share (as determined on the exchange rate of PKR 280.05/USD prevailing on 12thFebruary 2026 being 1 (one) day prior to the date of this Public Announcement of Public Offer.

Public Offer

1. Fauji Cement

   Intended Acquisition through Acquirers No. of Shares Percentage Price Per Share

   Company Ltd. 5,475,153 3.98% 330.41*

2. Kot Addu

Power Company Ltd.

5,475,153 3.98% 330.41*

*Equivalent of USD 1.1798per share (as determined on the exchange rate of PKR 280.05/USD prevailing on 12th

February 2026 being 1 (one) day prior to the date of this Public Announcement of Public Offer.

PART B

1. THE ACQUIRERS

   1. If the Acquirer is a Company

      Name and Registered address of the Acquirers

      Acquirer 1 Fauji Cement Company Limited (FCCL) Fauji Tower Block III, 68 Tipu Road, Chaklala, Rawalpindi Acquirer 2 Kot Addu Power Company Limited (KAPCO) Office no. 309, 3rdFloor, Evacuee Trust Complex, Agha Khan Road, F-5/1, Islamabad, Pakistan

      	Date and Jurisdiction of Incorporation	Acquirer 1 (FCCL) FCCL is a public limited company incorporated in Pakistan on November 23, 1992 under the Companies Ordinance, 1984 (now Companies Act, 2017) at Rawalpindi. Acquirer 2 (KAPCO) KAPCO was incorporated in Pakistan on April 25, 1996 as a public limited company under the Companies Ordinance, 1984 (now Companies Act, 2017).
      	The Authorized and Issued Share Capital	Acquirer 1 (FCCL) Authorized Capital: PKR 50,000,000,000/- divided into 5,000,000,000 ordinary shares of PKR 10/- each Paid up Capital: PKR 24,528,472,200/- divided into 2,452,847,220 shares of PKR 10/- each Acquirer 2 (KAPCO) Authorized Capital: PKR 36,000,000,000/- divided into 3,600,000,000 ordinary shares of PKR 10/- each Paid up Capital: PKR 8,802,532,280/- divided into 880,253,228 ordinary shares of PKR 10/- each
      	If there is more than one acquirer, their relationship	The Acquirers are unrelated parties.
      	Total number of voting shares of the Target company already held by the Acquirers and the persons acting in concert, including any shares purchased through an agreement and relevant details of such agreement, including the share price agreed	The Acquirers have not acquired any shares of the Target Company to date. However, the Acquirers have entered into a Share Purchase Agreement dated 30 January 2026 with Pharaon Investment Group Limited Holding S.A.L., (the "Seller") ("Share Purchase Agreement") to acquire 115,526,349 ordinary shares of the Target Company, representing approximately 84.06% of the present total issued shares of the Target Company at an adjusted share price as per the Share Purchase Agreement of Rs. 330.41* per ordinary share. The shares of the Target Company to be acquired under the Share Purchase Agreement are in the following proportion: 57,763,175 ordinary shares representing 42.03% of the present total issued shares of the Target Company 57,763,174 ordinary shares representing 42.03% of the present total issued shares of the Target Company

      • Acquirer 1 (FCCL)

      • Acquirer 2 (KAPCO)

      		*Equivalent of USD 1.1798per share (as determined at the exchange rate of PKR 280.05/USD prevailing on 12thFebruary 2026 being 1 (one) day prior to the date of this Public Announcement of Public Offer.)
      	The number of shares issued since the end of the last financial year of the Acquirers	Acquirer 1 (FCCL) Nil Acquirer 2 (KAPCO) Nil
      	Details of any reorganization of the Acquirers during the two financial years preceding announcement of Offer	Acquirer 1 (FCCL) None Acquirer 2 (KAPCO) None
      	Details of any bank overdrafts or loans, or their similar indebtedness, mortgages, charges or other material contingent liabilities of the Acquirers and subsidiaries if any, and if there are no such liabilities a statement to that effect	Acquirer 1 (FCCL) For detail on the financial position and performance please refer to the audited financial statements of FCCL placed on its website https://www.fccl.com.pk wherein information in respect of FCCL will be available. Acquirer 2 (KAPCO) For detail on the financial position and performance please refer to the audited financial statements of KAPCO placed on its website https://www.kapco.com.pk wherein information in respect of KAPCO and its subsidiaries will be available.
      	Financial Advisors of the Acquirer, if any	BDO Ebrahim & Co Charted Accountants, Gulberg III, Lahore
      	Brief history and the major areas of operations of the Acquirers	Acquirer 1 (FCCL) FCCL is a public limited company incorporated in Pakistan on November 23, 1992 under the Companies Ordinance, 1984 (now Companies Act, 2017). FCCL commenced its business with effect from May 22, 1993. FCCL was listed on Pakistan Stock Exchange on October 9, 1996. FCCL is a subsidiary of Fauji Foundation with a shareholding of 61.65%. The principal activity of FCCL is manufacturing and sale of different types of cement and tile bond. Acquirer 2 (KAPCO) KAPCO was incorporated in Pakistan on April 25, 1996 as a public limited company under the Companies Ordinance, 1984 (now Companies Act, 2017). The principal activities of KAPCO are to own, operate and maintain a multi-fuel fired power station with

      		fifteen generating units with a nameplate capacity of 1,600 MW in Kot Addu, District Muzaffargarh, Punjab, Pakistan and to sell the electricity produced therefrom to a single customer, Pakistan Water and Power Development Authority (WAPDA) under a Power Purchase Agreement (PPA).
      	Name and Addresses of Sponsors or persons having control over the Acquirers	Acquirer 1 (FCCL) FCCL is a listed company on the Pakistan Stock Exchange. 61.65% of FCCL's shares are held by Fauji Foundation (FF), being the largest shareholder of FCCL. FF was established as a charitable trust in 1954 under the Charitable Endowments Act, 1890. For further details on FF, please visit https://www.fauji.org.pk Acquirer 2 (KAPCO) KAPCO is a public listed company incorporated under the laws of the Islamic Republic of Pakistan. WAPDA a statutory corporation owns 40.25% shareholding of KAPCO. KAPCO has around 61,127 shareholders (as of 31 December 2025) which include banks, DFIs, NBFIs insurance companies, mutual funds and the general public. The major shareholders include: - WAPDA 40.25% KAPCO's Board of Directors has three independent directors and five non-executive directors (WAPDA representation on the Board of Directors being three Directors including Chairman Board of Directors). WAPDA is a statutory corporation created by the Pakistan Water and Power Development Authority Act, 1958 and is controlled by the Federal Government of the Islamic Republic of Pakistan For further details on KAPCO, please visit https://www.kapco.com.pk
      	Name and addresses of the Board of Directors of the Acquirers	Acquirer 1 (FCCL)
      			Lt Gen Anwar Ali Hyder, HI(M), Retd	House No. 5, Street No. 11, Sector F-7/2, Islamabad

      • MCB Bank Limited 9.43%

      • KAPCO Employees Empowerment Trust 5.48%

      • United Bank Limited 4.99%

      				Maj Gen Tariq Qaddus, HI (M),	Gulberg Green, House No.
      				Retd	F-231, Street No. 14, Sector C, Islamabad
      				Syed Bakhtiyar Kazmi	House No. 126-B, Street No.
      					37 Sector F-10/1, Islamabad
      				Mr Khurshid Zafar Qureshi	Plot B-14, P-V Scheme 2,
      					Park Road, Chak,
      					Islamabad
      				Mr Mohammad Majid Munir	House No 37-L, Muhalla
      					Gulberg II, Lahore
      				Syed Muhammad Irfan Aqueel	House No. 58 D-1 Gulberg -
      					3,Lahore
      				Ms Maleeha Humayun	H # 3, Askari Villas, Opp
      				Bangash	Polo Ground, Sarwar Road, Lahore Cantt, District
      					Lahore,
      				Ms Saira Nasir	House No. 197/3, Street No.
      					27,Khayaban-e-Qasim DHA
      					Phase-VIII, Karachi
      		Acquirer 2 (KAPCO)
      			Lt. General (Retd) Muhammad Saeed, Chairman	House No. 414, Sector F, Askari-X, Airport Road, Lahore Cantt.
      			Mr. Shahab Qader Khan, Chief Executive	112/2 Block-F, Lahore	Model Town,
      			Mr. Aqeel Ahmed Nasir	1260, Block X, Phase-VII, DHA, Lahore
      			Mr. Hafiz Mohammad Yousaf	House No. 432, K Block, Model Town, Lahore
      			Mr. Saad Iqbal	House No. B-84/1, a Kda Scheme No. 1, Karachi East.

      			Mr. Naveed Asghar Chaudhry	B-31, WAPDA Officers Colony, Upper Mall, Lahore
      			Ms. Mahwish Humayun Khan	House No. 62, Street No. 96 I-8/4, Islamabad
      			Mr. Muhammad Arfan	House No. 136, Street No. 57, Sector E, 11/3, Islamabad
      	Brief audited financial details of Acquirers for a period of at least last five years including income, expenditure, profit before depreciation interest & tax, depreciation, profit before / after tax, provision for tax, dividends, earnings per share, return on net worth and book value per share	Acquirer 1 (FCCL) For detail on the financial position and performance please refer to the audited financial statements of FCCL placed on its website https://www.fccl.com.pk However, highlights of the financial position and performance is given below Acquirer 2 (KAPCO) For detail on the financial position and performance please refer to the audited financial statements of KAPCO placed on its website https://www.kapco.com.pk wherein information in respect of KAPCO will be available. However, highlights of the financial position and performance is given below
      	Brief Financial Position and Performance of Acquirer 1 (FCCL): Sales 23,418 88,956 80,026 68,069 54,243 24,271 Profit after Taxation 3,286 13,326 8,223 7,440 7,113 3,471 Earnings Per Share - 1.34 5.43 3.35 3.16 3.02 2.52 Basic Financial Position Total Assets 162,140 160,845 147,636 138,828 113,698 34,052 Total Liabilities 77,647 76,573 74,237 73,653 55,962 10,777 Total Equity 84,493 84,272 73,399 65,176 57,736 23,276 Brief Financial Position and Performance of Acquirer 2 (KAPCO): Sales 4,156 1,563 - 25,435 136,600 69,636 Profit after Taxation 5 2,536 4,314 3,959 9,894 10,229

      In PKR Mn	Sep-25 (3M)	Jun-25	Jun-24	Jun-23	Jun-22	Jun-21
      Financial Performance

      In PKR Mn	Sep-25 (3M)	Jun-25	Jun-24	Jun-23	Jun-22	Jun-21
      Financial Performance

      	Earnings Per Share - Basic	0.01	2.9	4.9	4.5	11.24	11.62
      	Financial Position
      	Total Assets	63,495	65,253	81,551	101,848	136,761	152,234
      	Total Liabilities	6,392	8,155	19,590	35764	68,165	87,010
      	Total Equity	57,103	57,098	61,961	66,084	68,596	65,224
      	Details of any agreement or arrangement between the Acquirers and the directors of the Target company about any benefits which will be given to any director of the Target company as compensation for loss of office or otherwise in connection with the acquisition	Not applicable
      	Detail of every material contract entered into not more than two years before the date of the public announcement of offer, not being a contract entered into the ordinary course of business carried on or intended to be carried on by the Company	Not applicable

   2. If the Acquirer is an Individual

      Not Applicable

2. DETAILS OF PUBLIC OFFER

   a)

   The names, dates and editions of the newspapers where the public announcement of intention was published

   The original Public Announcement of Intention was published in The Nation and Nawa-e-Waqt on 04 June 2025

   		Addendum to the Public Announcement of Intention was published on 06 November 2025 in the same newspapers
   b)	The number and percentage of shares proposed to be acquired by the Acquirer(s) from the shareholders through agreement, if any, the offer price per share and the mode of payment of consideration for the shares to be acquired	Pursuant to the Share Purchase Agreement the Acquirers intend to acquire 115,526,349 ordinary shares of the Target Company, representing approximately 84.06% of the present total issued shares of the Target Company at an adjusted share price of Rs. 330.41* per ordinary share. The shares of the Target Company to be acquired under the Share Purchase Agreement are in the following proportion: 57,763,175 ordinary shares representing 42.03% of the present total issued shares of the Target Company 57,763,174 ordinary shares representing 42.03% of the present total issued shares of the Target Company *Equivalent of USD 1.1798 per share (as determined at the exchange rate of PKR 280.05/USD prevailing on 12thFebruary 2026 being 1 (one) day prior to the date of this Public Announcement of Public Offer). Mode of payment of consideration for the shares to be acquired will be by means of bank transfer to the designated bank account of the Seller.
   c)	Reasons for acquiring shares or control of the Target company	FCCL and the Target company are primarily engaged in the manufacturing and selling of different types of cement. The acquisition is strategically beneficial for FCCL as it strengthens FCCL's portfolio in the cement sector, complementing its existing investments and presence across Pakistan. The acquisition further allows for FCCL to expand its footprint in the cement sector

   • Acquirer 1 (FCCL)

   • Acquirer 2 (KAPCO)

   		The acquisition allows for KAPCO to enter as a new investor in the cement sector and expand the business sectors it has invested in.
   d)	Details regarding future plan for the Target Company, including whether after acquisition the Target Company would continue as a listed company or not	As per the current plans of the Acquirers, the Target Company shall continue to operate in the ordinary course of business and will remain a listed company on Pakistan Stock Exchange.
   e)	In case of conditional offer, specify the minimum level of acceptance i.e. number and percentage of shares	Not Applicable
   f)	In case there is any agreement with the present management, promoters or existing shareholders of the target company, any overview of the important features of the agreement(s) including acquisition price per share, number and percentage of shares to be acquired under the agreement(s), name of the Seller(s), date of agreement(s), manner of payment of consideration, additional important information, if any	The Acquirers have entered into the Share Purchase Agreement dated 30 January 2026 with Pharaon Investment Group Limited Holding S.A.L., of Sami Solh Avenue, UCA Building, Beirut, Lebanon (the "Seller") to acquire 115,526,349 ordinary shares of the Target Company, representing approximately 84.06% of the present total issued shares of the Target Company at an adjusted share price of Rs. 330.41* per ordinary share. *Equivalent of USD 1.1798 per share (as determined at the exchange rate of PKR 280.05/USD prevailing on 12thFebruary 2026 being 1 (one) day prior to the date of this Public Announcement of Public Offer.) Mode of payment of consideration for the shares to be acquired will be by means of bank transfer to the designated bank account of the Seller.
   g)	Number of shares already held by Acquirers along with the date(s) of acquisition. Also state whether it was purchased through open market or acquired through negotiated deal	The Acquirers do not currently hold any shares of the Target Company.
   h)	Minimum level of acceptance if any	No minimum level is fixed

3. OFFER PRICE AND FINANCIAL ARRANGEMENTS

   1. Justification for the Offer Price

      a)	Disclosure about the form of consideration for the shares to be acquired through the Public Offer	Bank Transfer / Cheque / Pay-order
      b)	Disclosure of the total amount of consideration to be paid for the shares to be tendered during the Public Offer (assuming full acceptance)	It is estimated that the total payment will be PKR 3,618 Million
      c)	Whether the shares of the Target company are frequently traded or infrequently traded in the light of criteria prescribed in Regulation 13 of the Regulations	Frequently traded shares as per the Regulations
      d)	Justification for the offer price for the shares of the target company in light of criteria contained in Regulation 13 of the Regulations	Since the shares of the Target Company are frequently traded as per the Regulations, the price to be offered to the Public should be highest amongst the following price: *Equivalent of USD 1.1798 per share (as determined at the exchange rate of PKR _280.05/USD prevailing on 12thFebruary 2026 being 1 (one) day prior to the date of this Public Announcement of Public Offer.) offer: PKR 292.69 per share

      1. The negotiated weighted average price under the share purchase agreement for the acquisition of voting shares of the Target Company: adjusted share price of Rs. 330.41* per ordinary share.

      2. The highest price paid by the Acquirers for acquiring the voting shares of the Target Company during the 180 days preceding the date of public announcement of offer: (Not applicable as no shares have been acquired)

      3. The weighted average share price of Target Company on the securities exchange during the 180 days preceding the date of public announcement of public

      4. The weighted average share price of target company on the securities exchange during 28 trading days preceding the date of public announcement of intention and only those days shall be taken in to account on which the shares of the Target Company have been traded: PKR 298.52 per share The highest price among the above options is PKR 330.41 per ordinary share at which the shares are being offered to be purchased from the general public through this Public Offer

   2. Financial Arrangements

      a)	Disclosure about security arrangement made in pursuance of Section 123 of the Act	The Acquirers have provided to the Manager to the Offer, security in the form of 02 separate Bank Guarantees amounting collectively to PKR 3.650 Billion.
      b)	Disclosure about the adequate and firm financial resources to fulfill the obligations under the Public Offer	The Acquirers have adequate financial resources for fulfillment of its obligations under the Public Offer. Please see their accounts FY 2025 placed on the websites of FCCL and KAPCO. In addition, Bank Guarantees have been provided to the satisfaction of the Manager to the Offer to fulfill the obligations of Acquirers under the Public Offer.
      c)	A statement by the manager to offer that the manager to offer is satisfied about the ability of the acquirers to implement the public offer in accordance with the requirements of the Act and these regulations	Integrated Equities Limited (Manager to the Offer), confirms that the Acquirers are sufficiently capable of implementing the public offer in accordance with the requirements of the Securities Act, 2015 (the Act) and Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017 (the Regulations) and has issued a certificate dated 13 February 2026 in this regard.

4. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

STATEMENTS BY THE ACQUIRERS

Shareholders should not construe the contents of this offer and/or offer letter as legal, tax or financial advice, and should consult with their own advisers as to the matters described in this offer and/or the offer letter to follow.

Fauji Cement Company Limited

For: Fauji Cement Company Limited For:

A}t****@g}P

Kot Addu Power Company Ltd.

Kot Addu Power Company Limited

Signature: " " Signature:

Name: Mr Qamar Haris Manzoor Name: Mr. Shahab Qader Khan Designation: Chief Executive/Managing Director Designation: Chief Executive Officer

Date: Place: Stamp:

13 February 2026 , " Rawalpindi '

Date: Place:

13 February 2026 Islamabad

For any queries and clarification relating to this announcement may be addressed to the Manager to Offer at the following address:

Integrated Equities Limited (Manager to Offer)

Mr. Muhammad lqbal Hussain (VP & Chief Compliance Officer)

30 Cricketers Colony, IEL Tower, NETSOL Avenue, Ghazi Interchange, Ring Road, Lahore

Contact: +92-42-3574 1714-15, Cell No. 0345 0091 263

Email: iqbal.hussain@iel. net.pk, Website: https://www.iel.net.pk

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